SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MCDONOUGH JOSEPH E

(Last) (First) (Middle)
PO BOX 9106
THREE TECHNOLOGY WAY

(Street)
NORWOOD MA 020629106

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ANALOG DEVICES INC [ ADI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, FINANCE & CFO
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Comm Stock-$.16-2/3 value 2,556 D
Comm Stock-$.16-2/3 value 1,375 I By Daughter
Comm Stock-$.16-2/3 value 1,375 I By Daughter 2
Comm Stock-$.16-2/3 value - 401(k) 5,800 I In ADI's 401(k) Plan(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $37.7 12/07/2004 A 65,000 12/07/2007(2) 12/07/2014 Comm Stock-$.16-2/3 value 65,000 $0 65,000 D
Non-Qualified Stock Option (right to buy) $28.75 11/30/2002(2) 11/30/2009 Comm Stock-$.16-2/3 value 110,000 110,000 D
Non-Qualified Stock Option (right to buy) $44.5 11/10/2003(2) 11/10/2010 Comm Stock-$.16-2/3 value 90,000 90,000 D
Non-Qualified Stock Option (right to buy) $45.9 06/01/2003(3) 06/01/2011 Comm Stock-$.16-2/3 value 545 545 D
Non-Qualified Stock Option (right to buy) $39.06 07/18/2002(4) 07/18/2011 Comm Stock-$.16-2/3 value 6,052 6,052 D
Non-Qualified Stock Option (right to buy) $41.05 01/22/2005(2) 01/22/2012 Comm Stock-$.16-2/3 value 80,000 80,000 D
Non-Qualified Stock Option (right to buy) $19.89 09/24/2004(5) 09/24/2012 Comm Stock-$.16-2/3 value 80,000 80,000 D
Non-Qualified Stock Option (right to buy) $45.27 12/10/2006(2) 12/10/2013 Comm Stock-$.16-2/3 value 65,000 65,000 D
Explanation of Responses:
1. The number of shares being held in the reporting person's 401(k) account has been determined by dividing the participant's unit value in the fund by the value of the issuer's stock.
2. This is a vesting schedule. 33.33% vests three, four and five years from grant date.
3. This is a vesting schedule. 100% vests two years from grant date.
4. This is a vesting schedule. 50% vests one and two years from grant date.
5. This is a vesting schedule. 25% vests two, three, four and five years from grant date.
By: WILLIAM A. MARTIN, Attny In Fact 12/07/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.